REG - Aurrigo Int PLC - Proposed Placing, Subscription and Retail Offer
27/08/2025 17:30
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RNS Number : 9273W Aurrigo International PLC 27 August 2025
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND,
SINGAPORE, HONG KONG OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT
NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE EU REGULATION 596/2014 ("MAR") AND ARTICLE 7 OF MAR AS INCORPORATED INTO
UK DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018) ("UK
MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN
RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE
RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS
PERMITTED BY UK MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS
SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.
27 August 2025
Aurrigo International plc
("Aurrigo" or the "Company")
Proposed Placing, Subscription and Retail Offer
Aurrigo International plc (AIM: AURR), a leading international provider of
transport technology solutions, announces its intention to carry out a
non-pre-emptive fundraise to raise a minimum of c.£13 million through a
direct subscription with the Company by a new investor, Next Gen Mobility
Limited ("Next Gen") (the "Subscription"), a placing to new and existing
institutional investors of new Ordinary Shares (the "Placing") and up to an
additional £0.5 million through a retail offering to eligible retail
investors (the "Retail Offer"), all at a price of 45 pence per new Ordinary
Share (the "Issue Price") (together the "Fundraise").
The net proceeds of the Fundraise will be used to help accelerate Aurrigo's
growth in a rapidly developing market, including: the build of multiple show
demonstrator vehicles to support customer conversion; expanding the Company's
software, engineering and deployment teams; and relocating to larger UK
facilities in Coventry with increased design and manufacturing capacity.
Subscription
The Company has entered into an irrevocable subscription agreement with Next
Gen pursuant to which the Company has agreed to issue the Subscription Shares
to Next Gen, at the Issue Price, raising gross proceeds for the Company of
approximately £9.75 million (the "Subscription Letter"). The Subscription
Shares will be subscribed for on the basis agreed pursuant to the Subscription
Letter, rather than pursuant to the terms and conditions of the Placing.
Issuance of certain of the Subscription Shares will be conditional on the
passing of the Fundraise Resolutions at the General Meeting as explained
further below.
Next Gen is a Guernsey incorporated company which Aurrigo has been informed
has been established to invest in and acquire, inter alia, intellectual
property and companies involved in the development of autonomous vehicle
systems. Next Gen recently acquired Ultra Global Limited ("Ultra Global"), the
developer of personal rapid transit systems, from majority owner Heathrow
Enterprises Limited and other shareholders.
Placing
The Placing is being conducted via an accelerated bookbuild process (the
"Bookbuild") to be undertaken by Canaccord Genuity Limited ("Canaccord
Genuity"), which is also Nominated Adviser and sole Broker, and VSA Capital
Limited ("VSA", which together with Canaccord Genuity are the "Banks"), which
is also acting as corporate finance adviser to the Company. The Bookbuild will
be launched immediately following the release of this Announcement and the
number of Placing Shares will be determined at the close of the Bookbuild. A
further announcement confirming the closing of the Bookbuild and the number of
Placing Shares to be issued pursuant to the Placing is expected to be made in
due course. The Placing is subject to the terms and conditions set out in
appendix 1 (the "Appendix 1") to this announcement (the "Announcement"). The
Placing is not being underwritten. Completion of the Placing is conditional,
inter alia, upon the Placing Agreement not having been terminated and becoming
unconditional, and upon relevant admission.
The Company has received independent advice that a proportion of the Placing
Shares should be capable of constituting a qualifying holding for the purposes
of the VCT legislation, subject to a maximum quantum of £1.5 million, with
VCT and EIS Relief eligibility for new share issuances expected to cease as a
result of the Fundraise.
Retail Offer
The Retail Offer will be undertaken via the Winterflood Retail Access platform
("WRAP"), to raise up to £0.5 million of gross proceeds. The Retail Offer is
being undertaken to allow qualifying new and existing retail shareholders in
the United Kingdom an opportunity to participate in the Fundraise at the Issue
Price. It is expected that the Retail Offer will launch shortly and will be
open for applications until 12:00 noon on 29 August 2025 (or such later time
and date as the Company, the Banks and Winterflood may agree). The Placing and
Subscription is not conditional on the Retail Offer. There can be no guarantee
that the Retail Offer will be fully subscribed. The Retail Offer is
conditional on, but is not part of, the Placing nor is it part of the
Subscription. A further announcement will be made in due course regarding the
Retail Offer and detailing its terms.
The Company shall be relying upon the existing shareholder authorities granted
at the annual general meeting in June 2025 to allot equity securities in
respect of the First Tranche Placing Shares, the Second Tranche Placing Shares
and the First Tranche Subscription Shares. Admission of the First Tranche
Placing Shares, which are expected to constitute a qualifying holding for the
purposes of the VCT legislation, ("First Admission") is anticipated to be on
or around 3 September 2025. Admission of the Second Tranche Placing Shares and
the First Tranche Subscription Shares ("Second Admission") is anticipated to
be on or around 4 September 2025.
Admission of the Third Tranche Placing Shares, the Second Tranche Subscription
Shares and the Retail Offer Shares ("Third Admission") shall be conditional
upon First Admission, Second Admission and the passing of the Fundraise
Resolutions by Shareholders at the General Meeting, and is anticipated to take
place on or around 22 September 2025. For the avoidance of doubt, only the
First Tranche Placing Shares are expected to be capable of constituting a
qualifying holding for the purposes of the VCT legislation or for EIS Relief.
A circular, containing further details of the Fundraise and notice of the
General Meeting to be held at 11:00 a.m. on 19 September 2025 to, inter alia,
approve the Fundraise Resolutions required to implement the Third Tranche
Placing, the Second Tranche Subscription and the Retail Offer (the
"Circular"), as well as Resolutions to renew the standing general share
allotment and disapplication of pre-emption authorities, is expected to be
published and despatched to Shareholders shortly. Following its publication,
the Circular will be available on the Group's website at https://aurrigo.com.
The Issue Price represents a discount of approximately 10 per cent. to the
closing price on 26 August 2025 (being the last practicable date prior to the
Announcement).
Capitalised terms used but not otherwise defined in this Announcement shall
have the meanings ascribed to such terms in Appendix 2 of this Announcement
unless the context requires otherwise. Particulars of and the terms and
conditions of the Placing are set out in Appendix 1.
Next Gen Mobility Limited
Next Gen is a Guernsey-incorporated holding company which Aurrigo has been
informed has been established to invest in and acquire intellectual property
and operate businesses involved in the development of autonomous vehicle
systems, last-mile connectivity solutions, as well as biofuel and new energy
technologies. Next Gen is majority owned by Jonathan Keeling, alongside Artha
Global Opportunities Fund (an Indian investment fund which is managed by Artha
Bharat Investment Managers IFSC LLP). Next Gen recently acquired Ultra Global,
the developer of personal rapid transit systems, from Heathrow Enterprises
Limited and other shareholders.
Aurrigo has identified additional potential future commercial opportunities
with Ultra Global and Next Gen, subject to contract, through UK projects
focused on implementing pods and passenger rapid transport systems. In time
and subject to contract, there is also the potential for the offshore
manufacturing of some of Aurrigo's future vehicles in India, enabling access
to a lower-cost supply base, and also opportunities to support entry into the
South Asian and South East Asian aviation markets.
Separately, Aurrigo also continues to explore additional strategic investment
and relationships with industry partners.
Relationship Agreement
Next Gen (and its connected persons) are expected to hold 21,666,666 Ordinary
Shares on Third Admission. Next Gen has undertaken to the Company that, for so
long as it (either alone or together with its connected persons) is interested
in Ordinary Shares carrying 10 per cent. or more of the Company's voting share
capital, it will not act to unduly influence the Company or its Board or
otherwise interfere with the day-to-day management of the Company. Next Gen
have not been granted a right to appoint a director to the Board of Aurrigo.
Use of proceeds
Aurrigo requires further capital to continue executing its strategy and to
help accelerate its growth in a rapidly developing market. The Company is
therefore proposing to raise gross proceeds of a minimum of c.£13 million,
incorporating a £9.75 million cornerstone investment, with the net proceeds
(after deducting the costs and expenses of the Fundraise) intended to be used,
inter alia, as follows:
· To support customer conversion costs, including the build of
multiple show demonstrator vehicles;
· For investment in additional software and engineering teams;
· For the development of an enlarged deployment team to support
customer rollouts;
· To relocate to new, identified and nearby, UK facilities and
headquarters with increased design and manufacturing capacity;
· To enable the more rapid and scaleable production of vehicles by
greater use of modularisation and subcontractors;
· To fund global patent costs, including expansion into new
territories; and
· For additional working capital for the Autonomous division.
Additional proceeds from the Fundraise will be utilised to further accelerate
the Board's strategy, customer engagement and for working capital.
Details of the Subscription
In connection with the Subscription, the Company has entered into the
Subscription Letter with Next Gen, pursuant to which Next Gen has agreed to
irrevocably subscribe for new Ordinary Shares at the Issue Price.
The Subscription will comprise:
· First Tranche Subscription Shares, to be allotted under existing
shareholder authorities; and
· Second Tranche Subscription Shares, to be allotted subject to the
passing of the Fundraise Resolutions at the General Meeting.
Completion of the Subscription is conditional, inter alia, upon the
Subscription Letter not having been terminated and becoming unconditional in
respect of the relevant tranche.
The Subscription Shares, when issued, will be credited as fully paid up in
cash and free from all encumbrances, and will rank pari passu in all respects
with the Existing Ordinary Shares in issue, including the right to receive all
dividends and other distributions declared, made or paid in respect of such
Ordinary Shares after the date of issue.
Details of the Placing
In connection with the Placing, the Company has today entered into a placing
agreement with Canaccord Genuity and VSA (the "Placing Agreement") pursuant to
which Canaccord Genuity and VSA (acting as agents for and on behalf of the
Company in respect of the Placing) have agreed, in accordance with its terms,
to use reasonable endeavours to procure subscribers for the Placing Shares at
the Issue Price. The Placing is not underwritten.
The Placing will comprise:
· First Tranche Placing Shares, expected to be allocated to
investors seeking VCT and/or EIS Reliefs and to be allotted under existing
shareholder authorities;
· Second Tranche Placing Shares, expected to be allocated to
investors not seeking VCT and/or EIS Reliefs and also to be allotted under
existing shareholder authorities; and
· Third Tranche Placing Shares, expected to be allocated to
investors not seeking VCT and/or EIS Reliefs and to be allotted subject to the
passing of the Resolutions at the General Meeting.
Participation in the Placing is subject to the terms and conditions set out in
Appendix 1 (which forms part of this Announcement).
Canaccord Genuity and VSA will today commence an accelerated bookbuilding
process in respect of the Placing. The final number of Placing Shares to be
placed at the Issue Price will be determined at the close of the Bookbuild.
The book will open with immediate effect following this Announcement. The
timing of the closing of the Bookbuild and allocations thereunder are at the
absolute discretion of the Banks, having consulted with the Company.
Confirmation in respect of the number of Placing Shares will be announced as
soon as practicable after the close of the Bookbuild.
The Placing Agreement contains certain customary warranties given by the
Company concerning the accuracy of information given in this Announcement in
respect of the Placing as well as other matters relating to the Company and
its subsidiaries ("Group") and the Group's business. The Placing Agreement is
terminable by Canaccord Genuity and/or VSA in certain customary circumstances
up until Third Admission (but, if after First Admission, only in respect of
the Second Tranche Placing, Third Tranche Placing and the Retail Offer or, if
after Second Admission, only in respect of the Third Tranche Placing and the
Retail Offer), including, inter alia, should the Subscription Letter be
terminated, should there be a breach of a warranty contained in the Placing
Agreement or should a force majeure event take place or a material adverse
change to the business of the Company or the Group occur. The Company has also
agreed to indemnify the Banks against all losses, costs, charges and expenses
which they may suffer or incur as a result of, occasioned by or attributable
to the carrying out of its obligations under the Placing Agreement.
First Admission is conditional, inter alia, upon the Placing Agreement not
having been terminated and becoming unconditional in respect of the First
Tranche Placing Shares. Second Admission is conditional, inter alia, First
Admission, the Subscription Letter not having been terminated upon the Placing
Agreement not having been terminated and becoming unconditional in respect of
the Second Tranche Placing Shares. Third Admission is conditional upon, inter
alia, First Admission, Second Admission, the Subscription Letter not having
been terminated, the Placing Agreement not having been terminated and becoming
unconditional in respect of the Third Tranche Placing Shares and also upon the
passing of the Fundraise Resolutions by Shareholders at the General Meeting.
The Placing Shares, when issued, will be credited as fully paid up in cash and
free from all encumbrances, and will rank pari passu in all respects with the
Existing Ordinary Shares in issue, including the right to receive all
dividends and other distributions declared, made or paid in respect of such
Ordinary Shares after the date of issue.
Appendix 1 sets out further information relating to the Bookbuild and the
terms and conditions of the Placing.
Details of the Relationship Agreement
On 27 August 2025 the Company and Next Gen entered into a relationship
agreement, conditional upon Second Admission, pursuant to which Next Gen has
undertaken, amongst other things, that they will use their position as a
shareholders in the Company to ensure that:
a) the Group shall be managed for the benefit of Shareholders as a whole
and shall be capable at all times of carrying on its business independently of
Next Gen;
b) all transactions, agreements and arrangements between any member of the
Group and Next Gen (and/or any of their connected persons) shall be on an
arm's length basis and on normal commercial terms; and
c) any dispute between Next Gen (or any of their connected persons) and
the Group shall be dealt with by a committee comprising only Directors
independent of Next Gen.
The agreement is effective so long as Next Gen and their connected persons
hold in aggregate shares in the capital of the Company carrying 10 per cent.
or more of the Company's voting share capital. For so long as this threshold
is met, Next Gen has undertaken not to act to unduly influence the Company or
its Board or otherwise interfere with the day-to-day management of the
Company. Next Gen have not been granted a right to appoint a director to the
Board of Aurrigo.
Admission, Settlement and Dealings
Application has been made for the Placing Shares, the Subscription Shares and
the Retail Offer Shares to be admitted to trading on the AIM market ("AIM") of
London Stock Exchange plc (the "London Stock Exchange").
Settlement of the First Tranche Placing Shares and First Admission are
expected to take place on or before 8.00 a.m. on 3 September 2025.
Settlement of the Second Tranche Placing Shares and the First Tranche
Subscription Shares and Second Admission are expected to take place on or
before 8.00 a.m. on 4 September 2025.
Settlement of the Third Tranche Placing Shares, the Second Tranche
Subscription Shares and the Retail Offer Shares and Third Admission are
expected to take place on or before 8.00 a.m. on 22 September 2025.
Expected Timetable of Principal Events
Date of this Announcement and Bookbuild commences 27 August 2025
Retail Offer opens 27 August 2025
Announcement of the results of the Bookbuild 28 August 2025
Announcement of the results of the Retail Offer 29 August 2025
Date of publication of the Circular and Form of Proxy on or around 1 September 2025
First Admission and commencement of dealings in the First Tranche Placing 8:00 a.m. on 3 September 2025
Shares on AIM
Second Admission and commencement of dealings in the Second Tranche Placing 8:00 a.m. on 4 September 2025
Shares and the First Tranche Subscription Shares on AIM
Latest time and date for receipt of Forms of Proxy By 11:00 a.m. 17 September 2025
General Meeting 11:00 a.m. on 19 September 2025
Third Admission and commencement of dealings in the Third Tranche Placing 8:00 a.m. on 22 September 2025
Shares, the Second Tranche Subscription Shares and the Retail Offer Shares on
AIM
If any of the details contained in the timetable above should change, the
revised times and dates will be notified to Shareholders by means of an
announcement through a Regulatory Information Service.
Certain of the events in the above timetable are conditional upon, inter
alia, the approval of the Fundraising Resolutions to be proposed at the
General Meeting
Dealing Codes
Ticker AURR
ISIN for the Ordinary Shares GB00BNG73286
SEDOL for the Ordinary Shares BNG7328
This Announcement should be read in its entirety. In particular, your
attention is drawn to the detailed terms and conditions of the Placing and
further information relating to the Placing and any participation in the
Placing that is described in Appendix 1 to this Announcement (which forms part
of this Announcement).
By choosing to participate in the Placing and by making an oral and legally
binding offer to acquire Placing Shares, investors will be deemed to have read
and understood this Announcement in its entirety (including Appendix 1), and
to be making such offer on the terms and subject to the conditions of the
Placing contained herein, and to be providing the representations, warranties
and acknowledgements contained in Appendix 1.
The person responsible for releasing this Announcement on behalf of the
Company is Ian Grubb, CFO, and Director of the Company.
Contacts:
Aurrigo International plc +44 (0)2476 635818
David Keene, Chief Executive Officer
Ian Grubb, Chief Financial Officer
Canaccord Genuity (Nominated Adviser, Sole Broker and Joint Bookrunner) +44 (0)20 7523 8000
Adam James
Harry Pardoe
George Grainger
Sam Lucas (ECM)
Darren Furby (ECM)
VSA Capital Limited (Corporate Finance Adviser and Joint Bookrunner) +44 (0)20 3005 5000
Andrew Raca
Andrew Monk
Alma Strategic Communications +44(0)20 3405 0205
Hilary Buchanan
Caroline Forde
Louisa El-Ahwal
Cucumber PR +44 (0)78 1260 0271
Russ Cockburn
Notes to Editors:
Aurrigo International plc is an international designer and developer of fully
integrated smart airside solutions for the aviation industry, including
automated vehicles, systems and software.
The Group's proprietary, award-winning autonomous technology and secure
management system is supporting some of the world's leading airports.
Customers choose to partner with Aurrigo to transform their baggage and cargo
handling operations, improving safety, operational efficiencies and meeting
sustainability targets, while navigating growing passenger volumes, rising
costs and increasing labour shortages.
Headquartered in Coventry, UK with offices in Singapore and Ottawa, the Group
has a 30+ year heritage designing and supplying automotive vehicle
manufacturers with highly advanced, innovative product and system solutions.
For more information, please visit the Group's website at www.aurrigo.com
(http://www.aurrigo.com/) .
Important Notices
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT
IN APPENDIX 1 (TOGETHER, THIS "ANNOUNCEMENT") ARE FOR INFORMATION PURPOSES AND
ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN
ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR
AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE
IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE OF THE
EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(e)
OF REGULATION (EU) 2017/1129, AS AMENDED (THE "PROSPECTUS REGULATION"); OR (2)
IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE
2(e) OF REGULATION (EU) 2017/1129, AS AMENDED, AS IT FORMS PART OF UK LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "EUWA") (THE "UK
PROSPECTUS REGULATION") WHO ARE ALSO: (A) PERSONS WHO FALL WITHIN ARTICLE
19(5) (INVESTMENT PROFESSIONALS) OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"); OR (B)
PERSONS WHO FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (C) PERSONS TO WHOM IT MAY
OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED
TO AS "RELEVANT PERSONS"), IN EACH CASE WHO HAVE BEEN INVITED TO PARTICIPATE
IN THE PLACING BY CANACCORD GENUITY AND/OR VSA.
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN AURRIGO INTERNATIONAL PLC.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED
STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY,
IN, INTO OR FROM THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN
A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING
OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN "OFFSHORE TRANSACTIONS"
WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE
SECURITIES ACT. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN
THE UNITED STATES OR ELSEWHERE.
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES,
CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF
IRELAND, SINGAPORE, HONG KONG OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OF AMERICA. THIS ANNOUNCEMENT
IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES. THE
SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC OFFERING IS
BEING MADE IN THE UNITED STATES.
The distribution of this Announcement and/or the Placing and/or issue of the
Placing Shares in certain jurisdictions may be restricted by law. No action
has been taken by the Company, the Banks or any of their respective
affiliates, agents, directors, officers or employees that would permit an
offer of the Placing Shares or possession or distribution of this Announcement
or any other offering or publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required. Persons into
whose possession this Announcement comes are required by the Company and the
Banks to inform themselves about and to observe any such restrictions.
This Announcement or any part of it is for information purposes only and does
not constitute or form part of any offer to issue or sell, or the solicitation
of an offer to acquire, purchase or subscribe for, any securities in the
United States (including its territories and possessions, any state of the
United States and the District of Columbia (the "United States" or the "US")),
Canada, Australia, New Zealand, the Republic of South Africa, the Republic of
Ireland, Singapore, Hong Kong or Japan or any other jurisdiction in which the
same would be unlawful. No public offering of the Placing Shares is being
made in any such jurisdiction.
All offers of the Placing Shares in the EEA and the United Kingdom will be
made pursuant to an exemption under the Prospectus Regulation and the UK
Prospectus Regulation (respectively) from the requirement to produce a
prospectus. In the United Kingdom, this Announcement is being directed
solely at persons in circumstances in which section 21(1) of the Financial
Services and Markets Act 2000 (as amended) ("FSMA") does not require the
approval of the Announcement by an authorised person.
The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission or other regulatory
authority in the United States, nor have any of the foregoing authorities
passed upon or endorsed the merits of the Placing or the accuracy or adequacy
of this Announcement. Any representation to the contrary is a criminal
offence in the United States. The relevant clearances have not been, nor
will they be, obtained from the securities commission of any province or
territory of Canada, no prospectus has been lodged with, or registered by, the
Australian Securities and Investments Commission or the Japanese Ministry of
Finance; the relevant clearances have not been, and will not be, obtained from
the South Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares and the Placing Shares have not
been, nor will they be, registered under or offered in compliance with the
securities laws of any state, province or territory of Canada, Australia, New
Zealand, the Republic of South Africa, the Republic of Ireland, Singapore,
Hong Kong or Japan. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into Canada, Australia, New
Zealand, the Republic of South Africa, the Republic of Ireland, Singapore,
Hong Kong or Japan or any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any action.
By participating in the Placing, each person who is invited to and who chooses
to participate in the Placing (a "Placee") by making an oral and legally
binding offer to acquire Placing Shares will be deemed to have read and
understood this Announcement (including the Appendices) in its entirety, to be
participating, making an offer and acquiring Placing Shares on the terms and
conditions contained herein and to be providing the representations,
warranties, indemnities, acknowledgements and undertakings contained in
Appendix 1.
Canaccord Genuity Limited ("Canaccord Genuity"), which is authorised and
regulated in the United Kingdom by the FCA, is acting solely for the Company
and no-one else in connection with the Placing and the transactions and
arrangements described in this Announcement (but not the Subscription, Retail
Offer or any arrangements related thereto) and will not regard any other
person (whether or not a recipient of this Announcement) as a client in
relation to the Placing or the transactions and arrangements described in this
Announcement. VSA Capital Limited ("VSA"), which is authorised and regulated
in the United Kingdom by the FCA, is acting solely for the Company and no-one
else in connection with the Placing and the transactions and arrangements
described in this Announcement (but not the Subscription, Retail Offer or any
arrangements related thereto) and will not regard any other person (whether or
not a recipient of this Announcement) as a client in relation to the Placing
or the transactions and arrangements described in this Announcement. Canaccord
Genuity and VSA are not responsible to anyone other than the Company for
providing the protections afforded to clients of that Bank or for providing
advice in connection with the contents of this Announcement, the Placing or
the transactions and arrangements described in this Announcement. Canaccord
Genuity's responsibilities as the Company's nominated adviser under the AIM
Rules for Nominated Advisers are owed solely to the London Stock Exchange and
are not owed to the Company or to any Director or to any other person.
No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by the Banks or by any of their respective affiliates or agents as to, or in
relation to, the accuracy or completeness of this Announcement or any other
written or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefor is expressly
disclaimed.
No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.
The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares. Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than on AIM.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.
This Announcement includes statements, estimates, opinions and projections
with respect to anticipated future performance of the Company
("forward-looking statements") which reflect various assumptions concerning
anticipated results taken from the Company's current business plan or from
public sources which may or may not prove to be correct. These forward looking
statements can be identified by the use of forward looking terminology,
including the terms "anticipates", "target", "believes", "estimates",
"expects", "intends", "may", "plans", "projects", "should" or "will", or, in
each case, their negative or other variations or comparable terminology or by
discussions of strategy, plans, objectives, goals, future events or
intentions. Such forward-looking statements reflect current expectations based
on the current business plan and various other assumptions and involve
significant risks and uncertainties and should not be read as guarantees of
future performance or results and will not necessarily be accurate indications
of whether or not such results will be achieved. As a result, prospective
investors should not rely on such forward-looking statements due to the
inherent uncertainty therein. No representation or warranty is given as to the
completeness or accuracy of the forward-looking statements contained in this
Announcement. Forward-looking statements speak only as of the date of such
statements and, except as required by the FCA, the London Stock Exchange or
applicable law, the Company undertakes no obligation to update or revise
publicly any forward-looking statements, whether as a result of new
information, future events or otherwise.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements contained
within the FCA Handbook Product Intervention and Product Governance Sourcebook
(the "UK Product Governance Rules"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any 'manufacturer' (for
the purposes of the UK Product Governance Rules) may otherwise have with
respect thereto, the Placing Shares have been subject to a product approval
process, which has determined that the Placing Shares are: (i) compatible with
an end target market of (a) retail clients, as defined in point (8) of Article
2 of Regulation (EU) No 2017/565 as it forms part of UK law by virtue of the
EUWA, (b) investors who meet the criteria of professional clients as defined
in Regulation (EU) No 600/2014 as it forms part of UK law by virtue of the
EUWA and (c) eligible counterparties, each as defined in chapter 3 of the FCA
Handbook Conduct of Business Sourcebook ("COBS"); and (ii) eligible for
distribution through all distribution channels as are permitted by Directive
2014/65/EU (the "UK Target Market Assessment"). Notwithstanding the UK Target
Market Assessment, distributors should note that: the price of the Placing
Shares may decline and investors could lose all or part of their investment;
the Placing Shares offer no guaranteed income and no capital protection; and
an investment in the Placing Shares is compatible only with investors who do
not need a guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are capable of
evaluating the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom. The UK
Target Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation to the
Placing. Furthermore, it is noted that, notwithstanding the UK Target Market
Assessment, the Banks will only procure investors who meet the criteria of
professional clients and eligible counterparties. For the avoidance of doubt,
the UK Target Market Assessment does not constitute: (a) an assessment of
suitability or appropriateness for the purposes of COBS; or (b) a
recommendation to any investor or group of investors to invest in, or
purchase, or take any other action whatsoever with respect to the Placing
Shares. Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any 'manufacturer' (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined that the
Placing Shares are: (i) compatible with an end target market of retail clients
and investors who meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment"). Notwithstanding the EU Target Market
Assessment, distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the Placing Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The EU Target Market
Assessment is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Placing. Furthermore, it
is noted that, notwithstanding the EU Target Market Assessment, the Banks will
only procure investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase or take any other action whatsoever with
respect to the Placing Shares. Each distributor is responsible for undertaking
its own target market assessment in respect of the Placing Shares and
determining appropriate distribution channels.
Basis on which information is presented
In this Announcement, references to "£", "pence" and "p" are to the lawful
currency of the United Kingdom. All times referred to in this Announcement
are, unless otherwise stated, references to London time.
APPENDIX 1
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT, INCLUDING THIS APPENDIX 1 AND THE TERMS AND CONDITIONS SET OUT
HEREIN (TOGETHER, THIS "ANNOUNCEMENT") (WHICH IS FOR INFORMATION PURPOSES
ONLY) ARE DIRECTED ONLY AT: (A) PERSONS IN THE UNITED KINGDOM OR IN MEMBER
STATES OF THE EUROPEAN ECONOMIC AREA (THE "EEA") WHO ARE QUALIFIED INVESTORS
WITHIN THE MEANING OF ARTICLE 2(e) OF REGULATION (EU) 2017/1129 AND, IN
RELATION TO THE UNITED KINGDOM, AS RETAINED AS PART OF UK LAW BY VIRTUE OF
THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AS AMENDED (THE "PROSPECTUS
REGULATION") ("QUALIFIED INVESTORS"); AND (B) IN THE UNITED KINGDOM, QUALIFIED
INVESTORS WHO ARE PERSONS WHO: (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AS AMENDED (THE
"ORDER") (INVESTMENT PROFESSIONALS); (II) ARE PERSONS FALLING WITHIN ARTICLE
49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC)
OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY
COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR
SUBSCRIPTION OR A SOLICITATION OF AN OFFER TO BUY OR ACQUIRE OF ANY SECURITIES
IN THE COMPANY IN THE UNITED STATES OR ELSEWHERE.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED
STATES OR UNDER ANY SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES AND MAY NOT BE OFFERED, SOLD, RESOLD, PLEDGED, TRANSFERRED OR
DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE, AND IN
COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY (I) OUTSIDE
OF THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT
AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS; OR (II) OTHERWISE PURSUANT
TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES MENTIONED HEREIN IN THE UNITED
STATES. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED
AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA,
CANADA, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND, SINGAPORE, HONG
KONG OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL (THE "RESTRICTED JURISDICTIONS"). NO PUBLIC
OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED
KINGDOM OR ELSEWHERE WHERE SUCH OFFERING WOULD BE UNLAWFUL.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISORS AS TO LEGAL, TAX, BUSINESS
AND RELATED ASPECTS OF A PURCHASE OF PLACING SHARES.
The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission or other regulatory
authority in the United States nor have any of the foregoing authorities
passed upon or endorsed the merits of the Placing or the accuracy or adequacy
of this Announcement. Any representation to the contrary is a criminal offence
in the United States. The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or territory of
Canada, no prospectus has been lodged with, or registered by, the Australian
Securities and Investments Commission or the Japanese Ministry of Finance; the
relevant clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in the Republic of South
Africa in relation to the Placing Shares and the Placing Shares have not been,
nor will they be registered under or offered in compliance with the securities
laws of any state, province or territory of Australia, Canada, the Republic of
South Africa, the Republic of Ireland, Singapore, Hong Kong or Japan.
Accordingly, the Placing Shares may not (unless an exemption under the
relevant securities laws is applicable) be offered, sold, resold or delivered,
directly or indirectly, in or into Australia, Canada, the Republic of South
Africa, the Republic of Ireland, Singapore, Hong Kong or Japan or any other
jurisdiction outside the EEA.
Persons (including without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any action.
This Announcement should be read in its entirety. In particular, any Placee
should read and understand the information provided in the "Important Notice"
section of this Announcement.
By participating in the Bookbuild and the Placing, each Placee will be deemed
to have read and understood this Announcement in its entirety, to be
participating, making an offer and acquiring Placing Shares on the terms and
conditions contained herein and to be providing the representations,
warranties, indemnities, acknowledgements and undertakings contained in this
Appendix 1.
In particular, each such Placee represents, warrants, undertakes, agrees and
acknowledges (amongst other things) that:
1. it is a Relevant Person and undertakes that it will
acquire, hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
2. in the case of a Relevant Person in the United
Kingdom or a member state of the EEA which has implemented the Prospectus
Regulation (each, a "Relevant Member State") who acquires any Placing Shares
pursuant to the Placing:
(a) it is a Qualified Investor within the
meaning of Article 2(e) of the Prospectus Regulation; and
(b) in the case of any Placing Shares acquired
by it as a financial intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation:
(i) the Placing Shares acquired by it in the Placing
have not been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in the United Kingdom or any Relevant
Member State other than Qualified Investors or in circumstances in which the
prior consent of Canaccord Genuity and/or VSA has been given to the offer or
resale; and
(ii) where Placing Shares have been acquired by it on
behalf of persons in the United Kingdom or any Relevant Member State other
than Qualified Investors, the offer of those Placing Shares to it is not
treated under the Prospectus Regulation as having been made to such persons;
3. it is acquiring the Placing Shares for its own
account or is acquiring the Placing Shares for an account with respect to
which it exercises sole investment discretion and has the authority to make
and does make the representations, warranties, indemnities, acknowledgements,
undertakings and agreements contained in this Announcement;
4. it understands (or if acting for the account of
another person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix 1;
5. except as otherwise permitted by the Company and
subject to any available exemptions from applicable securities laws, it (and
any account referred to in paragraph 4 above) is outside the United States
acquiring the Placing Shares in offshore transactions as defined in, and in
accordance with, Regulation S under the US Securities Act; and
6 each of the Company, Canaccord Genuity and VSA will
rely upon the truth and accuracy of the foregoing representations, warranties,
undertakings, agreements and acknowledgements.
No prospectus
The Placing Shares are being offered to a limited number of specifically
invited persons only and will not be offered in such a way as to require any
prospectus or other offering document to be published. No prospectus or other
offering document has been or will be submitted to be approved by the FCA in
relation to the Placing or the Placing Shares and Placees' commitments will be
made solely on the basis of their own assessment of the Company, the Placing
Shares and the Placing based on the information contained in this
Announcement, the announcement confirming the close of the Placing and giving
details of the results of the Placing (the "Result of Placing Announcement")
and the announcement confirming the results of the General Meeting (the
"Result of General Meeting Announcement") (together, the "Placing Documents")
and any information publicly announced through a regulatory information
service ("RIS") by or on behalf of the Company on or prior to the date of this
Announcement (the "Publicly Available Information") and subject to any further
terms set forth in the Form of Confirmation sent to Placees by the Banks to
confirm their acquisition of First Tranche Placing Shares and/or Second
Tranche Placing Shares and/or Third Tranche Placing Shares.
Each Placee, by participating in the Placing, agrees that the content of the
Placing Documents is exclusively the responsibility of the Company and
confirms that it has neither received nor relied on any information (other
than the Publicly Available Information), representation, warranty or
statement made by or on behalf of the Banks or the Company or any other person
and none of the Banks, the Company nor any other person acting on such
person's behalf nor any of their respective affiliates has or shall have any
responsibility or liability for any Placee's decision to participate in the
Placing based on any other information, representation, warranty or statement
(regardless of whether or not such information, representation, warranty or
statement was given or made by or on behalf of any such persons). Each Placee
acknowledges and agrees that it has relied on its own investigation of the
business, financial or other position of the Company in accepting a
participation in the Placing. No Placee should consider any information in
this Announcement to be legal, tax or business advice. Each Placee should
consult its own legal adviser, tax advisor and business advisor for legal, tax
and business advice regarding an investment in the Placing Shares. Nothing in
this paragraph shall exclude the liability of any person for fraudulent
misrepresentation.
Details of the Placing Agreement and the Placing Shares
Canaccord Genuity and VSA are acting as joint bookrunners in connection with
the Placing and have entered into the Placing Agreement with the Company under
which, on the terms and subject to the conditions set out in the Placing
Agreement, the Banks, as agents for and on behalf of the Company, have agreed
to use their respective reasonable endeavours to procure placees for the
Placing Shares. The Placing is not being underwritten by the Banks or any
other person. No part of the Placing is subject to clawback from the
Subscription or Retail Offer and the Placing is not conditional on the
completion of the Retail Offer but is conditional on non-termination of the
Subscription .
The price per Ordinary Share at which the Placing Shares are to be placed (the
" Issue Price") is 45 pence per Placing Share. The timing of the closing of
the book, pricing and allocations are at the discretion of the Company and the
Banks. Details of the total number of Placing Shares (including a breakdown of
First Tranche Placing Shares, Second Tranche Placing Shares and Third Tranche
Placing Shares) will be announced as soon as practicable after the close of
the Bookbuild via the Result of Placing Announcement.
The Board is able to rely on existing shareholder authorities granted to it at
the Company's Annual general meeting on 19 June 2025 in order to allot and
issue the First Tranche Placing Shares and Second Tranche Placing Shares (as
well as the First Tranche Subscription Shares). The allotment and issue of the
Third Tranche Placing Shares (as well as the Second Tranche Subscription
Shares and Retail Offer Shares, if any) is conditional upon, amongst others,
the passing of the Fundraising Resolutions at the General Meeting. Subject to
the passing of the Fundraising Resolutions in respect of the Third Tranche
Placing Shares only, the Placing Shares have been or will be duly authorised
and will, when issued, be credited as fully paid up and will be issued subject
to the Company's articles of association and rank pari passu in all respects
with the Existing Ordinary Shares, including the right to receive all
dividends and other distributions declared, made or paid on or in respect of
the Ordinary Shares after the date of issue of the Placing Shares, and will on
issue be free of all pre-emption rights, claims, liens, charges, encumbrances
and equities.
Application for admission to trading
Applications will be made to the London Stock Exchange plc (the "London Stock
Exchange") (the "Applications") for admission to trading of the Placing
Shares on AIM.
It is expected that First Admission in respect of the First Tranche Placing
Shares will occur at or before 8.00 a.m. on 3 September 2025 (or such later
time or date as the Banks may agree with the Company, being no later than 8.00
a.m. on 30 September 2025) and that dealings in the First Tranche Placing
Shares will commence at that time.
It is expected that Second Admission in respect of the Second Tranche Placing
Shares and First Tranche Subscription Shares will occur at or before 8.00 a.m.
on 4 September 2025 (or such later time or date as the Banks may agree with
the Company, being no later than 8.00 a.m. on 30 September 2025) and that
dealings in the Second Tranche Placing Shares and First Tranche Subscription
Shares will commence at that time
It is expected that Third Admission in respect of the Third Tranche Placing
Shares, Second Tranche Subscription Shares and the Retail Offer Shares (if
any) will occur at or before 8.00 a.m. on 22 September 2025 (or such later
time or date as the Banks may agree with the Company, being no later than 8.00
a.m. on 30 September 2025) and that dealings in the Third Tranche Placing
Shares, Second Tranche Subscription Shares and the Retail Offer Shares (if
any) will commence at that time.
Bookbuild
The Banks will today commence the accelerated bookbuilding process to
determine demand for participation in the Placing by Placees (the
"Bookbuild"). This Announcement gives details of the terms and conditions of,
and the mechanics of participation in, the Placing. No commissions will be
paid to Placees or by Placees in respect of any Placing Shares.
The Banks and the Company shall be entitled to effect the Placing by such
alternative method to the Bookbuild as they may, in their sole discretion,
determine.
Participation in, and principal terms of, the Placing
1. Canaccord Genuity and VSA are arranging the
Placing as joint bookrunners and placing agents of the Company. Canaccord
Genuity is acting solely as settlement agent for the Company in respect of the
Placing.
2. Participation in the Placing will only be
available to persons who may lawfully be, and are, invited to participate by
the Banks. Each of Canaccord Genuity and/or VSA may itself agree to be a
Placee in respect of all or some of the Placing Shares or may nominate any
member of its respective group to do so.
3. The Bookbuild, if successful, will establish the
aggregate amount payable to Canaccord Genuity, as settlement agent for the
Company, by all Placees whose bids are successful. The number of Placing
Shares will be agreed by the Banks (in consultation with the Company)
following completion of the Bookbuild. The number of Placing Shares to be
issued (in aggregate) will be announced on an RIS following the completion of
the Bookbuild via the Result of Placing Announcement.
4. To bid in the Bookbuild, prospective Placees should
communicate their bid orally by telephone or in writing to their usual sales
contact at Canaccord Genuity or VSA. Each bid should state the number of
Placing Shares which the prospective Placee wishes to subscribe for at the
Issue Price. Each bid should also confirm whether the Placee is seeking VCT
Reliefs and/or EIS Reliefs in respect of the Placing Shares to be allocated to
it. Bids may be scaled down by the Banks on the basis referred to in paragraph
5 below. The Banks reserve the right not to accept bids or to accept bids in
part rather than in whole. The acceptance of the bids shall be at the Banks'
absolute discretion, subject to agreement with the Company.
5. The Bookbuild is expected to close no later than
7.00 a.m. on 28 August 2025 but may be closed earlier or later at the
discretion of the Banks. The Banks may, in agreement with the Company,
accept bids that are received after the Bookbuild has closed. The Company
reserves the right (upon the agreement of the Banks) to reduce the number of
shares to be issued pursuant to the Placing, in its absolute discretion.
6. Allocations of the First Tranche Placing Shares,
Second Tranche Placing Shares and Third Tranche Placing Shares will be
determined by the Banks after consultation with the Company (the proposed
allocations having been supplied by the Banks to the Company in advance of
such consultation). It is expected that the First Tranche Placing Shares are,
where practicable, to be allocated to those Placees who have confirmed in
their bid that they are seeking VCT Reliefs and/or EIS Reliefs. However, no
guarantee of allocation of the First Tranche Placing Shares or Second Tranche
Placing Shares or Third Tranche Placing Shares can be given, It is possible
that Placees will receive an allocation in some or all of the First Tranche
Placing Shares, the Second Tranche Placing Shares and Third Tranche Placing
Shares. Allocations (including in which tranche of the Placing such
prospective Placee will receive Placing Shares from) will be confirmed orally
by Canaccord Genuity or VSA and a Form of Confirmation will be despatched as
soon as possible thereafter. Canaccord Genuity or VSA's oral confirmation to
such Placee constitutes an irrevocable legally binding commitment upon such
person (who will at that point become a Placee), in favour of that Bank and
the Company, to acquire the number of First Tranche Placing Shares and/or
Second Tranche Placing Shares and/or Third Tranche Placing Shares allocated to
it and to pay the Issue Price in respect of such shares on the terms and
conditions set out in this Appendix 1 and in accordance with the Company's
articles of association. A bid in the Bookbuild will be made on the terms
and subject to the conditions in this Announcement (including this Appendix 1)
and will be legally binding on the Placee on behalf of which it is made and
except with the Banks' consent, such commitment will not be capable of
variation or revocation after the time at which it is submitted.
7. Each Placee's allocation and commitment will be
evidenced by a Form of Confirmation issued to such Placee. The terms of this
Appendix 1 will be deemed incorporated into that Form of Confirmation.
8. Irrespective of the time at which a Placee's
allocation pursuant to the Placing is confirmed, settlement for all First
Tranche Placing Shares and/or Second Tranche Placing Shares and/or Third
Tranche Placing Shares to be subscribed for pursuant to the Placing will be
required to be made at the same time in respect of each such tranche, on the
basis explained below under "Registration and Settlement".
9. All obligations under the Bookbuild and the
Placing will be subject to fulfilment or (where applicable) waiver of the
conditions referred to below under "Conditions of the Placing" and to the
Placing not being terminated on the basis referred to below under "Right to
terminate under the Placing Agreement".
10. By participating in the Placing, each Placee agrees
that its rights and obligations in respect of the Placing will terminate only
in the circumstances described below and will not be capable of rescission or
termination by the Placee.
11. To the fullest extent permissible by law, none of
Canaccord Genuity, VSA, or the Company, nor any of their respective
affiliates, agents, directors, officers or employees shall have any
responsibility or liability to Placees (or to any other person whether acting
on behalf of a Placee or otherwise). In particular, none of Canaccord Genuity,
VSA, the Company, nor any of their respective affiliates, agents, directors,
officers or employees shall have any responsibility or liability (including to
the extent permissible by law, any fiduciary duties) in respect of the Banks'
conduct of the Placing.
12. The Placing Shares will be issued subject to the terms
and conditions of this Announcement and each Placee's commitment to subscribe
for Placing Shares on the terms set out herein will continue notwithstanding
any amendment that may in future be made to the terms and conditions of the
Placing and Placees will have no right to be consulted or require that their
consent be obtained with respect to the Company's or the Banks' conduct of the
Placing.
13. All times and dates in this Announcement may be subject
to amendment. Canaccord Genuity and/or VSA shall notify the Placees and any
person acting on behalf of the Placees of any changes.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms.
The Banks' obligations under the Placing Agreement in respect of, amongst
other things, the First Tranche Placing are conditional on inter alia:
1. the First Tranche Placing Shares having been
allotted, conditional only on First Admission;
2. First Admission occurring on or around 8.00 a.m. on
3 September 2025 (or such later time or date as the Banks may otherwise agree
with the Company, being no later than 8.00 a.m. on 30 September 2025) (the
"Long Stop Date");
3. the Result of Placing Announcement having been
released to an RIS by no later than 8.00 a.m. on the Business Day following
the date of the Placing Agreement (or such later time or date as the Banks may
otherwise agree with the Company);
4. the Subscription Letter having been duly entered
into by both parties and not having been terminated;
5. the delivery by the Company to the Banks of a
certificate providing certain confirmations relating, inter alia, to First
Admission signed by a Director for and on behalf of the Company not later than
5.00 p.m. on the Business Day immediately prior to the date on which First
Admission is expected to occur (and dated as of such date);
5. the Company having complied in all material respects
with its obligations which fall to be performed on or prior to First Admission
under the Placing Agreement; and
6. none of the warranties on the part of the Company in
the Placing Agreement being untrue or inaccurate or misleading when made and
none of the warranties ceasing to be true and accurate or becoming misleading
at any time prior to First Admission by reference to the facts and
circumstances then subsisting,
The Banks' obligations under the Placing Agreement in respect of, amongst
other things, the Second Tranche Placing are conditional on inter alia:
1. First Admission having occurred;
2. the Second Tranche Placing Shares having been
allotted, conditional only on Second Admission;
3. Second Admission occurring on or around 8.00 a.m.
on 4 September 2025 (or such later time or date as the Banks may otherwise
agree with the Company, being no later than 8.00 a.m. on the Long Stop Date;
4. the Result of Placing Announcement having been
released to an RIS by no later than 8.00 a.m. on the Business Day following
the date of the Placing Agreement (or such later time or date as the Banks may
otherwise agree with the Company);
5. the Subscription Letter having been duly entered
into by both parties and not having been terminated
6. the delivery by the Company to the Banks of a
certificate providing certain confirmations relating, inter alia, to Second
Admission signed by a Director for and on behalf of the Company not later than
5.00 p.m. on the Business Day immediately prior to the date on which Second
Admission is expected to occur (and dated as of such date);
7. the Company having complied in all material respects
with its obligations which fall to be performed on or prior to Second
Admission under the Placing Agreement; and
8. none of the warranties on the part of the Company in
the Placing Agreement being untrue or inaccurate or misleading when made and
none of the warranties ceasing to be true and accurate or becoming misleading
at any time prior to Second Admission by reference to the facts and
circumstances then subsisting,
The Banks' obligations under the Placing Agreement in respect of, amongst
other things, the Third Tranche Placing are conditional on inter alia:
1. First Admission and Second Admission having
occurred;
2. the issue by no later than 1 September 2024 of the
Circular to Shareholders and such other persons (if any) entitled to receive
notice of the General Meeting in accordance with the Company's articles of
association;
3. the passing of the Fundraising Resolutions without
material amendment at the General Meeting (or at any adjournment thereof);
4. the Third Tranche Placing Shares having been
allotted, conditional only on Third Admission;
5. Third Admission occurring on or around 8.00 a.m. on
22 September 2025 (or such later time or date as the Banks may otherwise agree
with the Company, being no later than 8.00 a.m. on the Long Stop Date;
6. the Result of Placing Announcement having been
released to an RIS by no later than 8.00 a.m. on the Business Day following
the date of the Placing Agreement (or such later time or date as the Banks may
otherwise agree with the Company);
7. the Subscription Letter having been duly entered
into by both parties and not having been terminated
8. the delivery by the Company to the Banks of a
certificate providing certain confirmations relating, inter alia, to Third
Admission signed by a Director for and on behalf of the Company not later than
5.00 p.m. on the Business Day immediately prior to the date on which Third
Admission is expected to occur (and dated as of such date);
9. the Company having complied in all material respects
with its obligations which fall to be performed on or prior to Third Admission
under the Placing Agreement; and
10. none of the warranties on the part of the Company in
the Placing Agreement being untrue or inaccurate or misleading when made and
none of the warranties ceasing to be true and accurate or becoming misleading
at any time prior to Third Admission by reference to the facts and
circumstances then subsisting,
(together the "Conditions" and each a "Condition").
The Banks may (acting together), at their sole discretion and upon such terms
as they thinks fit, waive compliance by the Company with the whole or any part
of any of the Company's obligations in relation to the Conditions or extend
the time or date provided for fulfilment of any such Conditions in respect of
all or any part of the performance thereof. The conditions in the Placing
Agreement relating to an Admission taking place prior to the Long Stop Date
may not be waived. Any such extension or waiver will not affect Placees'
commitments as set out in this Announcement.
If: (i) any of the Conditions are not fulfilled or (where permitted) waived by
the Banks by the relevant time or date specified (or such later time or date
as the Banks may agree with the Company, being no later than 8.00 a.m. on the
Long Stop Date); or (ii) the Placing Agreement is terminated in the
circumstances specified below under "Right to terminate under the Placing
Agreement", the Placing will not proceed and the Placees' rights and
obligations hereunder in relation to the Placing Shares shall cease and
terminate at such time and each Placee agrees that no claim can be made by it
or on its behalf (or any person on whose behalf the Placee is acting) in
respect thereof.
For the avoidance of doubt, termination prior to First Admission shall result
in the Placing not proceeding. However, termination following First Admission
but prior to Second Admission will result in the Second Tranche Placing not
proceeding, whilst termination following Second Admission but prior to Third
Admission will result in the Third Tranche Placing not proceeding.
None of Canaccord Genuity, VSA or the Company, nor any of their respective
affiliates, agents, directors, officers or employees shall have any liability
to any Placee (or to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision they may make as to whether or not to
waive or to extend the time and/or date for the satisfaction of any Condition
to the Placing, nor for any decision they may make as to the satisfaction of
any Condition or in respect of the Placing generally, and by participating in
the Placing each Placee agrees that any such decision is within the absolute
discretion of the Banks.
Right to terminate under the Placing Agreement
Canaccord Genuity (in respect of all parties) and VSA (in respect of itself
only) is entitled, at any time before Admission, to terminate the Placing
Agreement in accordance with its terms in certain circumstances, including
(amongst other things):
1. in respect of the Third Tranche Placing only, the
Circular is not issued to the Shareholder and such other persons (if any)
entitled to receive notice of the General Meeting in accordance with the
articles of association of the Company by 1 September 2025;
2. in respect of the Third Tranche Placing only, the
Fundraising Resolutions not being passed without material amendment at the
General Meeting (or at any adjournment thereof);
3. the Subscription Letter is terminated by either party
or any party is in material breach of any of its obligations under the
Subscription Letter;
4. where any of the warranties contained in the Placing
Agreement is, or would be if repeated at any time up to Third Admission (by
reference to the facts and circumstances then existing), untrue or inaccurate
in any respect or misleading and which in the opinion of the Bank (as
applicable) acting in good faith makes it impractical or inadvisable to
proceed with the Placing;
5. if any of the Conditions have (i) become incapable
of satisfaction or (ii) not been satisfied before the latest time provided in
the Placing Agreement and have not been waived if capable of being waived by
the Bank (as applicable);
6. there has been a development or event resulting
in a Material Adverse Effect which could in the good faith opinion of the Bank
(as applicable), materially and adversely affect the Placing or dealings in
the Ordinary Shares whether or not foreseeable at the date of the Placing
Agreement; or
7. if the Company is in breach of the Placing
Agreement, in any respect which the Bank (as applicable) believes is material
in the context of the Placing and/or Admission, with any of its obligations
under the Placing Agreement (to the extent such obligations fall to be
performed prior to First Admission or Second Admission or Third Admission, as
the context requires); or
8. the occurrence of a material adverse change or
certain force majeure events.
Upon termination by Canaccord Genuity prior to First Admission, the parties to
the Placing Agreement shall be released and discharged (except for any
liability arising before or in relation to such termination) from their
respective obligations under or pursuant to the Placing Agreement, subject to
certain exceptions. Upon termination by Canaccord Genuity following First
Admission but prior to Second Admission, then the Second Tranche Placing and
Third Tranche Placing will not proceed. Upon termination by Canaccord Genuity
following Second Admission but prior to Third Admission, then the Third
Tranche Placing will not proceed. Upon termination by VSA prior to Third
Admission, VSA shall be released and discharged (except for any liability
arising before or in relation to such termination) from its obligations under
or pursuant to the Placing Agreement, subject to certain exceptions but, for
the avoidance of doubt, the Placing may still continue subject to termination
by Canaccord Genuity.
By participating in the Placing, each Placee agrees that (i) the exercise by
the Banks of any respective right of termination or of any other discretion
under the Placing Agreement shall be within their absolute respective
discretion and that no Bank need make any reference to, or consult with,
Placees and that it shall have no liability to Placees whatsoever in
connection with any such exercise or failure to so exercise and (ii) its
rights and obligations terminate only in the circumstances described above
under "Right to terminate under the Placing Agreement" and "Conditions of the
Placing", and its participation will not be capable of rescission or
termination by it after oral confirmation by a Bank of the allocation and
commitments following the close of the Bookbuild.
Restriction on Further Issue of Shares
The Company has undertaken to the Banks that, between the date of the Placing
Agreement and for nine months after Third Admission (the "Restricted Period"),
it will not, without the prior written consent of the Banks, directly or
indirectly offer, issue, sell or contract to sell, issue options in respect of
or otherwise dispose of or announce an offering or issue of any Ordinary
Shares (or any interest therein or in respect thereof) or any other securities
exchangeable for or convertible into, or substantially similar to, Ordinary
Shares or enter into any transaction with the same economic effect as, or
agree to do, any of the foregoing (whether or not legally or contractually
obliged to do so) provided that the foregoing restrictions shall not restrict
the ability of the Company or any other member of the Group during the
Restricted Period to grant options under, or the allotment and issue of shares
pursuant to options under, any employee or non-executive share or option
schemes or long term incentive plans of the Company (in accordance with its
normal practice).
By participating in the Placing, Placees agree that the exercise by the Banks
of any power to grant consent to the undertaking by the Company of a
transaction which would otherwise be subject to the restrictive provisions on
further issuance under the Placing Agreement shall be within the absolute
discretion of the Banks and that they need not make any reference to, or
consult with, Placees and that they shall have no liability to Placees
whatsoever in connection with any such exercise of the power to grant consent.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN: GB00BNG73286)
following Admission will take place within the system administered by
Euroclear ("CREST"), subject to certain exceptions. Canaccord Genuity, as the
settlement agent for the Company, reserves the right to require settlement
for, and delivery of, the Placing Shares (or any part thereof) to Placees by
such other means that they may deem necessary if delivery or settlement is not
possible or practicable within the CREST system or would not be consistent
with the regulatory requirements in the Placee's jurisdiction.
It is expected that settlement in respect of the First Tranche Placing Shares
will take place on or around 3 September 2025 on a delivery versus payment
basis. It is expected that settlement in respect of the Second Tranche Placing
Shares will take place on or around 4 September 2025 on a delivery versus
payment basis. It is expected that settlement in respect of the Third Tranche
Placing Shares will take place on or around 22 September 2025 on a delivery
versus payment basis Canaccord Genuity may choose to invoke the CASS Delivery
Versus Payment exemption (under CASS 7.11.14R within the FCA Handbook Client
Assets Sourcebook) with regard to settlement of funds, in connection with the
Placing, should it see fit.
Following the close of the Bookbuild, each Placee to be allocated Placing
Shares in the Placing will be sent a Form of Confirmation stating the number
of Placing Shares allocated to them at the Issue Price (which shall include a
breakdown of First Tranche Placing Shares and/or Second Tranche Placing Shares
and/or Third Tranche Placing Shares (if applicable)), the aggregate amount
owed by such Placee to Canaccord Genuity (as sole settlement agent for the
Company) and settlement instructions. Each Placee agrees that it will do all
things necessary to ensure that delivery and payment is completed in
accordance with the standing CREST or certificated settlement instructions in
respect of the Placing Shares that it has in place with Canaccord Genuity.
The Company will deliver the Placing Shares to a CREST account operated by
Canaccord Genuity as sole settlement agent for the Company and Canaccord
Genuity will enter its delivery instruction into the CREST system. The input
to CREST by a Placee of a matching or acceptance instruction will then allow
delivery of the relevant Placing Shares to that Placee against payment (noting
the differing settlement dates above for each of the First Tranche Placing
Shares, Second Tranche Placing Shares and Third Tranche Placing Shares).
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of three
percentage points above the prevailing base rate of Barclays Bank plc as
determined by Canaccord Genuity.
Each Placee is deemed to agree that, if it does not comply with these
obligations, Canaccord Genuity may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from the proceeds,
for Canaccord Genuity's account and benefit, an amount equal to the aggregate
amount owed by the Placee plus any interest due. The relevant Placee will,
however, remain liable for any shortfall below the aggregate amount owed by it
and will be required to bear any stamp duty or stamp duty reserve tax or other
taxes or duties (together with any interest or penalties) imposed in any
jurisdiction which may arise upon the sale of such Placing Shares on such
Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the Form of Confirmation is copied and delivered
immediately to the relevant person within that organisation. Insofar as
Placing Shares are issued in a Placee's name or that of its nominee or in the
name of any person for whom a Placee is contracting as agent or that of a
nominee for such person, such Placing Shares should, subject as provided
below, be so registered free from any liability to UK stamp duty or stamp duty
reserve tax. If there are any circumstances in which any stamp duty or stamp
duty reserve tax or other similar taxes or duties (including any interest and
penalties relating thereto) is payable in respect of the allocation,
allotment, issue, sale, transfer or delivery of the Placing Shares (or, for
the avoidance of doubt, if any stamp duty or stamp duty reserve tax is payable
in connection with any subsequent transfer of or agreement to transfer Placing
Shares), neither Canaccord Genuity nor the Company or VSA shall be responsible
for payment thereof.
Representations, warranties, undertakings and acknowledgements
By participating in the Placing each Placee (and any person acting on such
Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (as the case may be) with each of Canaccord Genuity and
VSA (in their capacities as joint bookrunners and placing agents of the
Company in respect of the Placing and, in respect of Canaccord Genuity alone
as settlement agent for the Company in respect of the Placing) and the
Company, in each case as a fundamental term of their application for Placing
Shares, the following:
1. it has read and understood this Announcement in
its entirety and its acquisition of Placing Shares is subject to and based
upon all the terms, conditions, representations, warranties, acknowledgements,
agreements and undertakings and other information contained herein and it has
not relied on, and will not rely on, any information given or any
representations, warranties or statements made at any time by any person in
connection with the Placing, the Company, the Placing Shares or otherwise
other than the information contained in the Placing Documents and the Publicly
Available Information;
2. the Ordinary Shares are admitted to trading on AIM
and that the Company is therefore required to publish certain business and
financial information in accordance with the rules and practices of AIM, which
includes a description of the Company's business and the Company's financial
information, including balance sheets and income statements, and that it is
able to obtain or has access to such information without undue difficulty, and
is able to obtain access to such information or comparable information
concerning any other publicly traded companies, without undue difficulty;
3. to be bound by the terms of the articles of
association of the Company;
4. the person whom it specifies for registration as
holder of the Placing Shares will be (a) itself or (b) its nominee, as the
case may be. None of Canaccord Genuity, VSA or the Company will be responsible
for any liability to stamp duty or stamp duty reserve tax or other similar
taxes or duties imposed in any jurisdiction (including interest and penalties
relating thereto) ("Indemnified Taxes"). Each Placee and any person acting on
behalf of such Placee agrees to indemnify the Company and the Banks on an
after-tax basis in respect of any Indemnified Taxes;
5. neither of the Banks nor any of their respective
affiliates agents, directors, officers and employees accepts any
responsibility for any acts or omissions of the Company or any of the
directors of the Company or any other person in connection with the Placing;
6. time is of the essence as regards its obligations
under this Announcement;
7. any document that is to be sent to it in connection
with the Placing will be sent at its risk and may be sent to it at any address
provided by it to the Banks;
8. it will not redistribute, forward, transfer,
duplicate or otherwise transmit this Announcement or any part of it, or any
other presentational or other material concerning the Placing (including
electronic copies thereof) to any person and represents that it has not
redistributed, forwarded, transferred, duplicated, or otherwise transmitted
any such documents to any person;
9. no prospectus or other offering document is required
under the Prospectus Regulation, nor will one be prepared in connection with
the Bookbuild, the Placing or the Placing Shares and it has not received and
will not receive a prospectus or other offering document in connection with
the Bookbuild, the Placing or the Placing Shares;
10. in connection with the Placing, the Banks and any of
their respective affiliates acting as an investor for its own account may
subscribe for Placing Shares in the Company and in that capacity may retain,
purchase or sell for its own account such Placing Shares in the Company and
any securities of the Company or related investments and may offer or sell
such securities or other investments otherwise than in connection with the
Placing. Accordingly, references in this Announcement to the Placing Shares
being issued, offered or placed should be read as including any issue,
offering or placement of such shares in the Company to the Banks or any of
their respective affiliates acting in such capacity;
11. the Banks and their respective affiliates may enter
into financing arrangements and swaps with investors in connection with which
the Banks and any of their respective affiliates may from time to time
acquire, hold or dispose of such securities of the Company, including the
Placing Shares;
12. neither Bank intends to disclose the extent of any
investment or transactions referred to in paragraphs 10 and 11 above otherwise
than in accordance with any legal or regulatory obligation to do so;
13. neither Canaccord Genuity or VSA owes any fiduciary or
other duties to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement;
14. its participation in the Placing is on the basis that
it is not and will not be a client of either Canaccord Genuity or VSA in
connection with its participation in the Placing and that Canaccord Genuity
and VSA has no duties or responsibilities to it for providing the protections
afforded to its respective clients or customers or for providing advice in
relation to the Placing nor in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement nor for the
exercise or performance of any of its respective rights and obligations
thereunder including any rights to waive or vary any conditions or exercise
any termination right;
15. the content of the Placing Documents and the Publicly
Available Information has been prepared by and is exclusively the
responsibility of the Company and neither CanBank nor any of their respective
affiliates agents, directors, officers or employees nor any person acting on
behalf of any of them is responsible for or has or shall have any
responsibility or liability for any information, representation or statement
contained in, or omission from, this Announcement, the Publicly Available
Information or otherwise nor will they be liable for any Placee's decision to
participate in the Placing based on any information, representation, warranty
or statement contained in this Announcement, the Publicly Available
Information or otherwise, provided that nothing in this paragraph excludes the
liability of any person for fraudulent misrepresentation made by such person;
16. the only information on which it is entitled to rely
and on which such Placee has relied in committing itself to subscribe for
Placing Shares is contained in the Placing Documents or
any Publicly Available Information (save that in the case of Publicly
Available Information, a Placee's right to rely on that information is limited
to the right that such Placee would have as a matter of law in the absence of
this paragraph 16), such information being all that such Placee deems
necessary or appropriate and sufficient to make an investment decision in
respect of the Placing Shares;
17. it has neither received nor relied on any other
information given, or representations, warranties or statements, express or
implied, made, by Canaccord Genuity or VSA or the Company nor any of their
respective affiliates, agents, directors, officers or employees acting on
behalf of any of them (including in any management presentation delivered in
respect of the Bookbuild) with respect to the Company, the Placing or the
Placing Shares or the accuracy, completeness or adequacy of any information
contained in the Placing Documents, or the Publicly Available Information or
otherwise;
18. neither Bank nor the Company, nor any of their
respective affiliates, agents, directors, officers or employees or any person
acting on behalf of any of them has provided, nor will provide, it with any
material or information regarding the Placing Shares or the Company or any
other person other than the information in the Placing Documents or the
Publicly Available Information; nor has it requested any Bank, the Company,
any of their respective affiliates or any person acting on behalf of any of
them to provide it with any such material or information;
19. neither Bank nor the Company will be liable for any
Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement, provided that nothing in
this paragraph excludes the liability of any person for fraudulent
misrepresentation made by that person;
20. it may not rely, and has not relied, on any
investigation that either Bank or any of their respective affiliates or any
person acting on any of their behalf, may have conducted with respect to the
Placing Shares, the terms of the Placing or the Company, and none of such
persons has made any representation, express or implied, with respect to the
Company, the Placing, the Placing Shares or the accuracy, completeness or
adequacy of the information in the Placing Documents, the Publicly Available
Information or any other information;
21. in making any decision to subscribe for Placing Shares
it:
(a) has such knowledge and experience in financial and business
matters to be capable of evaluating the merits and risks of subscribing for
the Placing Shares;
(b) will not look to Canaccord Genuity or VSA for all or part of
any such loss it may suffer;
(c) is experienced in investing in securities of this nature in
this sector and is aware that it may be required to bear, and is able to bear,
the economic risk of an investment in the Placing Shares;
(d) is able to sustain a complete loss of an investment in the
Placing Shares;
(e) has no need for liquidity with respect to its investment in the
Placing Shares;
(f) has made its own assessment and has satisfied itself
concerning the relevant tax, legal, currency and other economic considerations
relevant to its investment in the Placing Shares; and
(g) has conducted its own due diligence, examination, investigation
and assessment of the Company, the Placing Shares and the terms of the Placing
and has satisfied itself that the information resulting from such
investigation is still current and relied on that investigation for the
purposes of its decision to participate in the Placing;
22. it is subscribing for the Placing Shares for its own
account or for an account with respect to which it exercises sole investment
discretion and has the authority to make and does make the acknowledgements,
representations and agreements contained in this Announcement;
23. it is acting as principal only in respect of the
Placing or, if it is acting for any other person, it is:
(a) duly authorised to do so and has full power to make the
acknowledgments, representations and agreements herein on behalf of each such
person; and
(b) will remain liable to the Company and/or Canaccord Genuity
and/or VSA for the performance of all its obligations as a Placee in respect
of the Placing (regardless of the fact that it is acting for another person);
24. it and any person acting on its behalf is entitled to
subscribe for the Placing Shares under the laws and regulations of all
relevant jurisdictions that apply to it and that it has fully observed such
laws and regulations, has capacity and authority and is entitled to enter into
and perform its obligations as a subscriber of Placing Shares and will honour
such obligations, and has obtained all such governmental and other guarantees,
permits, authorisations, approvals and consents which may be required
thereunder and complied with all necessary formalities to enable it to commit
to this participation in the Placing and to perform its obligations in
relation thereto (including, without limitation, in the case of any person on
whose behalf it is acting, all necessary consents and authorities to agree to
the terms set out or referred to in this Announcement) and will honour such
obligations and that it has not taken any action or omitted to take any action
which will or may result in Canaccord Genuity, VSA, the Company or any of
their respective directors, officers, agents, employees or advisers acting in
breach of the legal or regulatory requirements of any jurisdiction in
connection with the Placing;
25. where it is subscribing for Placing Shares for one or
more managed accounts, it is authorised in writing by each managed account to
subscribe for the Placing Shares for each managed account;
26. it irrevocably appoints any duly authorised officer of
Canaccord Genuity as its agent for the purpose of executing and delivering to
the Company and/or its registrars any documents on its behalf necessary to
enable it to be registered as the holder of any of the Placing Shares for
which it agrees to subscribe for upon the terms of this Announcement;
27. the Placing Shares have not been and will not be
registered or otherwise qualified and that a prospectus will not be cleared in
respect of any of the Placing Shares under the securities laws or legislation
of the Restricted Jurisdictions, or any state, province, territory or
jurisdiction thereof;
28. the Placing Shares may not be offered, sold, or
delivered or transferred, directly or indirectly, in or into the above
jurisdictions or any jurisdiction (subject to certain exceptions) in which it
would be unlawful to do so and no action has been or will be taken by any of
the Company, Canaccord Genuity, VSA or any person acting on behalf of the
Company or Canaccord Genuity or VSA that would, or is intended to, permit a
public offer of the Placing Shares in the Restricted Jurisdictions or any
country or jurisdiction, or any state, province, territory or jurisdiction
thereof, where any such action for that purpose is required;
29. no action has been or will be taken by any of the
Company, Canaccord Genuity, VSA or any person acting on behalf of the Company
or Canaccord Genuity or VSA that would, or is intended to, permit a public
offer of the Placing Shares in the United States or in any country or
jurisdiction where any such action for that purpose is required;
30. unless otherwise specifically agreed with the Banks, it
is not and at the time the Placing Shares are subscribed for, neither it nor
the beneficial owner of the Placing Shares will be, a resident of, nor have an
address in, Australia, Canada, the Republic of South Africa, the Republic of
Ireland, Singapore, Hong Kong or Japan;
31. it may be asked to disclose in writing or orally to the
Banks:
(a) if he or she is an individual, his or her nationality; or
(b) if he or she is a discretionary fund manager, the jurisdiction
in which the funds are managed or owned;
32. it is and the prospective beneficial owner of the
Placing Shares is, and at the time the Placing Shares are subscribed for will
be outside the United States and is acquiring the Placing Shares in an
"offshore transaction" as defined in, and in accordance with, Regulation S
under the US Securities Act;
33. it has not been offered to purchase or subscribe for
Placing Shares by means of any "directed selling efforts" as defined in
Regulation S under the US Securities Act or by means of any "general
solicitation" or "general advertising" within the meaning of Regulation D
under the US Securities Act;
34. it understands that the Placing Shares have not been,
and will not be, registered under the US Securities Act and may not be
offered, sold or resold, pledged or delivered in or into or from the United
States except pursuant to (i) an effective registration statement under the US
Securities Act; or (ii) pursuant to an exemption from the registration
requirements of the US Securities Act and, in each case, in accordance with
applicable United States state securities laws and regulations;
35. it (and any account for which it is purchasing) is not
acquiring the Placing Shares with a view to any offer, sale or distribution
thereof within the meaning of the US Securities Act;
36. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other presentational or
other materials concerning the Placing in or into or from the United States
(including electronic copies thereof) to any person, and it has not
distributed, forwarded, transferred or otherwise transmitted any such
materials to any person;
37. it understands that there may be certain consequences
under United States and other tax laws resulting from an investment in the
Placing and it has made such investigation and has consulted its own
independent advisers or otherwise has satisfied itself concerning, without
limitation, the effects of United States federal, state and local income tax
laws and foreign tax laws generally;
38. it understands that the Company has not undertaken to
determine whether it will be treated as a passive foreign investment company
("PFIC") for US federal income tax purposes for the current year, or whether
it is likely to be so treated for future years and none of the Company,
Canaccord Genuity or VSA make any representation or warranty with respect to
the same. Accordingly, none of the Company, Canaccord Genuity or VSA can
provide any advice to United States investors as to whether the Company is or
is not a PFIC for the current tax year, or whether it will be in future tax
years. Accordingly, none of the Company, Canaccord Genuity or VSA undertake to
provide to United States investors or shareholders any information necessary
or desirable to facilitate their filing of annual information returns, and
United States investors and shareholders should not assume that this
information will be made available to them;
39. if in a member state of the EEA, unless otherwise
specifically agreed with the Banks in writing, it is a Qualified Investor;
40. it has not offered or sold and will not offer or sell
any Placing Shares to persons in the EEA except to Qualified Investors or
otherwise in circumstances which have not resulted in and which will not
result in an offer to the public in any member state of the EEA within the
meaning of the Prospectus Regulation;
41. if a financial intermediary, as that term is used in
Article 5(1) of the Prospectus Regulation, the Placing Shares subscribed for
by it in the Placing will not be acquired on a non-discretionary basis on
behalf of, nor will they be acquired with a view to their offer or resale to,
persons in the United Kingdom or a member state of the EEA which has
implemented the Prospectus Regulation other than Qualified Investors, or in
circumstances in which the prior consent of the Banks has been given to each
proposed offer or resale;
42. if in the United Kingdom, that it is a Qualified
Investor (i) having professional experience in matters relating to investments
who falls within the definition of "investment professionals" in Article 19(5)
of the Order; or (ii) who falls within Article 49(2) (a) to (d) ("High Net
Worth Companies, Unincorporated Associations, etc.") of the Order, or (iii) to
whom it may otherwise lawfully be communicated;
43. it has not offered or sold and will not offer or sell
any Placing Shares to persons in the United Kingdom, except to persons whose
ordinary activities involve them in acquiring, holding, managing or disposing
of investments (as principal or agent) for the purposes of their business or
otherwise in circumstances which have not resulted and which will not result
in an offer to the public in the United Kingdom within the meaning of section
85(1) of the Financial Services and Markets Act 2000, as amended ("FSMA");
44. it has only communicated or caused to be communicated
and will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of section 21
of FSMA) relating to the Placing Shares in circumstances in which section
21(1) of FSMA does not require approval of the communication by an authorised
person and it acknowledges and agrees that the Placing Documents have not and
will not have been approved by Canaccord Genuity or VSA in their respective
capacitiesy as an authorised person under section 21 of the FSMA and it may
not therefore be subject to the controls which would apply if it was made or
approved as a financial promotion by an authorised person;
45. it has complied and will comply with all applicable
laws with respect to anything done by it or on its behalf in relation to the
Placing Shares (including all applicable provisions in FSMA and MAR in respect
of anything done in, from or otherwise involving, the United Kingdom);
46. if it is a pension fund or investment company, its
subscription for Placing Shares is in full compliance with applicable laws and
regulations;
47. it has complied with its obligations under the Criminal
Justice Act 1993 and Articles 8, 10 and 12 of MAR and in connection with money
laundering and terrorist financing under the Proceeds of Crime Act 2002 (as
amended), the Terrorism Act 2000, the Terrorism Act 2006 and the Money
Laundering, Terrorist Financing and Transfer of Funds (Information on the
Payer) Regulations 2017 and any related or similar rules, regulations or
guidelines, issued, administered or enforced by any government agency having
jurisdiction in respect thereof (the "Regulations") and the Money Laundering
Sourcebook of the FCA and, if making payment on behalf of a third party, that
satisfactory evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations;
48. in order to ensure compliance with the Regulations,
each Bank (for itself and as agent on behalf of the Company) or the Company's
registrars may, in their absolute discretion, require verification of its
identity. Pending the provision to the Banks or the Company's registrars, as
applicable, of evidence of identity, definitive certificates in respect of the
Placing Shares may be retained at the Banks' absolute discretion or, where
appropriate, delivery of the Placing Shares to it in uncertificated form may
be delayed at the Banks' or the Company's registrars', as the case may be,
absolute discretion. If within a reasonable time after a request for
verification of identify each Bank (for itself and as agent on behalf of the
Company) or the Company's registrars have not received evidence satisfactory
to them, the Banks and/or the Company may, at their absolute discretion,
terminate the commitment in respect of the Placing, in which event the monies
payable on acceptance of allotment will, if already paid, be returned without
interest to the account of the drawee's bank from which they were originally
debited;
49. the allocation, allotment, issue and delivery to it, or
the person specified by it for registration as holder, of Placing Shares will
not give rise to a stamp duty or stamp duty reserve tax liability under (or at
a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act
1986 (depositary receipts and clearance services) and that the Placing Shares
are not being acquired in connection with arrangements to issue depositary
receipts or to issue or transfer Placing Shares into a clearance service;
50. it (and any person acting on its behalf) has the funds
available to pay for the Placing Shares for which it has agreed to subscribe
and acknowledges and agrees that it will make payment in respect of the
Placing Shares allocated to it in accordance with this Announcement on the due
time and date set out herein, failing which the relevant Placing Shares may be
placed with other subscribers or sold as the Banks may in their sole
discretion determine and without liability to such Placee, who will remain
liable for any amount by which the net proceeds of such sale falls short of
the product of the relevant Issue Price and the number of Placing Shares
allocated to it and will be required to bear any stamp duty, stamp duty
reserve tax or other taxes or duties (together with any interest, fines or
penalties) imposed in any jurisdiction which may arise upon the sale of such
Placee's Placing Shares;
51. any money held in an account with a Bank on behalf of
the Placee and/or any person acting on behalf of the Placee and/or any person
acting on behalf of the Placee will not be treated as client money within the
meaning of the relevant rules and regulations of the FCA made under the FSMA.
Each Placee acknowledges that the money will not be subject to the protections
conferred by the client money rules: as a consequence this money will not be
segregated from that Bank's (as applicable) money in accordance with the
client money rules and will be held by it under a banking relationship and not
as trustee;
52. its allocation (if any) of Placing Shares will
represent a maximum number of Placing Shares which it will be entitled, and
required, to subscribe for, and that the Banks or the Company may call upon it
to subscribe for a lower number of Placing Shares (if any), but in no event in
aggregate more than the aforementioned maximum;
53. neither Canaccord Genuity or VSA nor any of their
respective affiliates, nor any person acting on behalf of any of them, is
making any recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing;
54. if it has received any 'inside information' (for the
purposes of MAR and section 56 of the Criminal Justice Act 1993) in relation
to the Company and its securities in advance of the Placing, it confirms that
it has received such information within the market soundings regime provided
for in article 11 of MAR and associated delegated regulations and it has not:
(a) used that inside information to acquire or dispose of
securities of the Company or financial instruments related thereto or cancel
or amend an order concerning the Company's securities or any such financial
instruments;
(b) used that inside information to encourage, require, recommend
or induce another person to deal in the securities of the Company or financial
instruments related thereto or to cancel or amend an order concerning the
Company's securities or such financial instruments; or
(c) disclosed such information to any person, prior to the
information being made publicly available;
55. if in the United Kingdom, unless otherwise agreed by
the Banks, it is a "professional client" or an "eligible counterparty" within
the meaning of Chapter 3 of the FCA Handbook Conduct of Business Sourcebook
("COBS") and it is acquiring Placing Shares for investment only and not with a
view to resale or distribution;
56. it undertakes to the Banks at the time of making its
commitment to acquire Placing Shares that it will confirm in writing to a Bank
in the form of confirmation sent by that Bank to Placees the number of Placing
Shares it intends to acquire and in respect of which VCT or EIS Relief will be
sought and those Placing Shares in respect of which such relief will not be
sought;
57. the rights and remedies of the Company, Canaccord Genuity
and VSA under the terms and conditions in this Announcement are in addition to
any rights and remedies which would otherwise be available to each of them and
the exercise or partial exercise of one will not prevent the exercise of
others;
58. acknowledges that the Subscription and Retail Offer do
not form part of the Placing, but the Placing is conditional on the
Subscription, however, the Placing is not conditional on the Retail Offer, but
that the Retail Offer is conditional on the Placing; and
59. these terms and conditions of the Placing and any
agreements entered into by it pursuant to the terms and conditions of the
Placing, and all non-contractual or other obligations arising out of or in
connection with them, shall be governed by and construed in accordance with
the laws of England and it submits (on behalf of itself and on behalf of any
person on whose behalf it is acting) to the exclusive jurisdiction of the
English courts as regards any claim, dispute or matter arising out of any such
contract (including any dispute regarding the existence, validity or
termination of such contract or relating to any non-contractual or other
obligation arising out of or in connection with such contract), except that
enforcement proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may be taken by
either the Company or Canaccord Genuity or VSA in any jurisdiction in which
the relevant Placee is incorporated or in which any of its securities have a
quotation on a recognised stock exchange.
The foregoing representations, warranties, confirmations, acknowledgements,
agreements and undertakings are given for the benefit of the Company,
Canaccord Genuity and VSA and are irrevocable. Canaccord Genuity, VSA the
Company and their respective affiliates and others will rely upon the truth
and accuracy of the foregoing representations, warranties, confirmations,
acknowledgements, agreements and undertakings. Each prospective Placee, and
any person acting on behalf of such Placee, irrevocably authorises the
Company, Canaccord Genuity and VSA to produce this Announcement, pursuant to,
in connection with, or as may be required by any applicable law or regulation,
administrative or legal proceeding or official inquiry with respect to the
matters set forth herein.
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) agrees to indemnify on an after tax basis and hold the
Company, Canaccord Genuity, VSA and their respective affiliates, agents,
directors, officers and employees harmless from any and all costs, claims,
liabilities and expenses (including legal fees and expenses) arising out of or
in connection with any breach of the representations, warranties,
acknowledgements, agreements and undertakings given by the Placee (and any
person acting on such Placee's behalf) in this Announcement or incurred by
Canaccord Genuity, VSA the Company or any of their respective affiliates,
agents, directors, officers or employees arising from the performance of the
Placees' obligations as set out in this Announcement, and further agrees that
the provisions of this Announcement shall survive after completion of the
Placing.
Where the Placees are acting in its capacity as a discretionary investment
manager on behalf of its underlying clients, then it is the discretionary
investment manager that is to be regarded as the Placee for the purpose of
this Announcement and not the underlying client. For the avoidance of doubt,
the representations and warranties given are to be taken as made on behalf of
the Placee itself and not their underlying client.
Taxation
The agreement to allot and issue Placing Shares to Placees (and/or to persons
for whom such Placee is contracting as agent) free of stamp duty and stamp
duty reserve tax relates only to their allotment and issue to Placees, or such
persons as they nominate as their agents, direct from the Company for the
Placing Shares in question. Such agreement also assumes that the Placing
Shares are not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer the Placing Shares into a
clearance service. If there are any such arrangements, or the settlement
relates to any other dealing in the Placing Shares, stamp duty or stamp duty
reserve tax or other similar taxes or duties may be payable, for which neither
the Company nor the Banks will be responsible and the Placees shall indemnify
the Company and the Banks on an after-tax basis for any stamp duty or stamp
duty reserve tax or other similar taxes or duties (together with interest,
fines and penalties) in any jurisdiction paid by the Company or any Bank in
respect of any such arrangements or dealings. If this is the case, each Placee
should seek its own advice and notify the Banks accordingly. Placees are
advised to consult with their own advisers regarding the tax aspects of the
subscription for Placing Shares.
The Company and the Banks are not liable to bear any taxes that arise on a
sale of Placing Shares subsequent to their acquisition by Placees, including
any taxes arising otherwise than under the laws of the United Kingdom or any
country in the EEA. Each prospective Placee should, therefore, take its own
advice as to whether any such tax liability arises and notify the Banks and
the Company accordingly. Furthermore, each prospective Placee agrees to
indemnify on an after-tax basis and hold the Banks and/or the Company and
their respective affiliates harmless from any and all interest, fines or
penalties in relation to stamp duty, stamp duty reserve tax and all other
similar duties or taxes in any jurisdiction to the extent that such interest,
fines or penalties arise from the unreasonable default or delay of that Placee
or its agent.
In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable, whether inside or outside the UK, by them or any other
person on the subscription, acquisition, transfer or sale by them of any
Placing Shares or the agreement by them to subscribe for, acquire, transfer or
sell any Placing Shares.
Enterprise Investment Scheme (EIS) and Venture Capital Trusts (VCT)
The Company has applied for, and has received, advance assurance from HMRC to
the effect that, subject to receipt of a satisfactory compliance statement
from the Company, certain of the Placing Shares (expected to be all of the
First Tranche Placing Shares but not any of the Second Tranche Placing Shares
or the Retail Offer Shares) are capable of satisfying the requirements for EIS
Relief. The Company also expects certain of the Placing Shares (expected to be
all of the First Tranche Placing Shares but not any of the Second Tranche
Placing Shares, Third Tranche Placing Shares, Subscription Shares or the
Retail Offer Shares) to be capable of constituting a qualifying holding for
VCT purposes.
The status of such Shares as a qualifying holding for VCT purposes will be
conditional (amongst other things) on the qualifying conditions being
satisfied throughout the period of ownership. The status of such Shares as
qualifying for EIS Relief will be conditional (amongst other things) on the
qualifying conditions being satisfied, both by the Company and (as regards
those conditions to be met by the investor) the investor throughout a period
of at least three years from the date of issue.
There can be no assurance that the Company will conduct its activities in a
way that will secure or retain qualifying status for VCT and/or EIS purposes
(and indeed circumstances may arise where the Directors of the Company believe
that the interests of the Group are not served by seeking to retain such
status). Further, the conditions for VCT and EIS Relief are complex and
relevant investors are recommended to seek their own professional advice
before investing. This paragraph is without prejudice to any separate comfort
letters which may have been given by the Company to certain EIS and/or VCT
investors in connection with the Placing.
No statement in the Placing Documents is intended to be a profit forecast or
estimate, and no statement in the Placing Documents should be interpreted to
mean that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical published
earnings per share of the Company. Past performance is no guide to future
performance and persons needing advice should consult an independent financial
adviser.
The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares. Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than AIM, a market operated by the
London Stock Exchange plc.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, the
Placing Documents.
APPENDIX 2
DEFINITIONS
The following definitions apply in the Appendices, and as the context shall
admit, in the Announcement:
AIM AIM, a market operated by the London Stock Exchange
AIM Rules the AIM Rules for Companies published by the London Stock Exchange
Announcement this Announcement, including the Appendices and the terms and conditions set
out herein
Banks Canaccord Genuity and VSA (and each a "Bank")
Board the board of directors of the Company
Bookbuild the bookbuilding process to be conducted by the Banks to arrange participation
by Placees in the Placing
Business Day a day (other than a Saturday or Sunday) on which commercial banks are open for
general business in London, England
Canaccord Genuity Canaccord Genuity Limited
Circular the circular containing further details of the Fundraising and a notice
convening the General Meeting in order to pass the Resolutions, which is
expected to be published by the Company on or about 1 September 2025
Company or Aurrigo Aurrigo International plc
CREST the relevant system (as defined in the CREST Regulations) in respect of which
Euroclear is the Operator (as defined in the CREST Regulations)
CREST Member a person who has been admitted to Euroclear as a system-member (as defined in
the CREST Regulations)
CREST Regulations the Uncertificated Securities Regulations 2001 (S.I. 2001 No 3755) (as
amended)
Directors or Board the current directors of the Company as at the date of this Announcement
EEA the European Economic Area
EIS the enterprise investment scheme, as particularised in Part V of the EIS
Legislation
EIS Legislation Part V of the Income Tax Act 2007 and any provisions of UK or European law
referred to therein
EU the European Union
Euroclear Euroclear UK & International Limited, the operator of CREST
Existing Ordinary Shares the 58,000,270 Ordinary Shares of £0.002 each in issue at the date of this
document, all of which are admitted to trading on AIM and being the entire
issued ordinary share capital of the Company
FCA the Financial Conduct Authority
First Admission admission of the First Tranche Placing Shares, to trading on AIM becoming
effective in accordance with the AIM Rules
First Tranche Placing admission of the First Tranche Placing Shares, to trading on AIM becoming
effective in accordance with the AIM Rules
First Tranche Placing Shares the new Ordinary Shares to be issued by the Company at the Issue Price as part
of the Placing pursuant to the existing allotment authority obtained by the
Directors at the Annual General Meeting of the Company on 19 June 2025
First Tranche Subscription Shares the new Ordinary Shares to be issued by the Company at the Issue Price
pursuant to the Subscription, to be allotted under existing shareholder
authorities
Form of Confirmation the form of confirmation to be despatched to the Placees by a Bank or the
contract note made between a Bank and the Placees, in each case which
incorporate by reference the terms and conditions of the Placing contained in
this Announcement
Form of Proxy the form of proxy for use in relation to the General Meeting enclosed with the
Circular
FSMA the Financial Services and Markets Act 2000, as amended
Fundraising the Subscription, the Placing and the Retail Offer
Fundraising Resolutions resolutions 1 and 2 to be proposed at the General Meeting, being the
resolutions which need to be passed in order for the Second Tranche
Subscription, Third Tranche Placing and Retail Offer to proceed, further
details of which are set out in the notice of General Meeting as contained in
the Circular
General Meeting the general meeting of the Company to be held at 11:00 a.m. on 19 September
2025 at the Company's registered office: Unit 33 Bilton Industrial Estate,
Humber Avenue, Coventry CV3 1JL
General Resolutions resolutions 3, 4 and 5 to be proposed at the General Meeting, further details
of which are set out in the notice of General Meeting as contained in the
Circular
Group the Company and its subsidiary undertakings (and "Group Company" shall be
construed accordingly)
ISIN International Securities Identification Number
Issue Price 45 pence per Placing Share
London Stock Exchange London Stock Exchange plc
Long Stop Date means 8.00 a.m. on 30 September 2025
MAR Regulation (EU) 596/2014 of the European Parliament and of the Council of 16
April 2014 on market abuse as it forms part of the law of England and Wales by
virtue of section 3 of the European Union (Withdrawal) Act 2018 (as it may be
modified from time to time by or under domestic law including, but not limited
to, by the Market Abuse (Amendment) (EU Exit) Regulations 2019/310)
Material Adverse Effect a material adverse effect, or any development or matter likely to have a
material adverse effect, in or affecting the business, condition (financial,
trading, operational, legal or otherwise), management, properties, assets,
rights, results of operations, earnings or assets of the Group, whether or not
arising in the ordinary course of business and whether or not foreseeable as
at the date of the Placing Agreement
Next Gen Next Gen Mobility Limited, a company incorporated in Guernsey with
registration number 74354
Ordinary Shares ordinary shares of £0.002 each in the capital of the Company
Placees persons who agree to subscribe for Placing Shares at the Issue Price
Placing the proposed issue and allotment at the Issue Price of the First Tranche
Placing Shares, the Second Tranche Placing Shares and the Third Tranche
Placing Shares, in accordance with the Placing Agreement and as described in
this Announcement
Placing Agreement the conditional placing agreement dated 27 August 2025 between the Company,
Canaccord Genuity and VSA in relation to the Placing
Placing Shares the First Tranche Placing Shares, the Second Tranche Placing Shares and the
Third Tranche Placing Shares to be issued by the Company at the Issue Price as
part of the Placing pursuant to the Placing
Resolutions together the General Resolutions and the Fundraising Resolutions;
Retail Offer the conditional offer made by the Company on the WRAP Platform of the Retail
Offer Shares at the Issue Price
Retail Offer Shares the new Ordinary Shares to be to be allotted and issued by the Company
pursuant to the Retail Offer, whose allotment and issue is conditional
(amongst other things) on the passing of the Fundraising Resolutions
RIS shall have the same meaning as in the AIM Rules
Second Admission admission of the Second Tranche Placing Shares and the First Tranche
Subscription Shares to trading on AIM becoming effective in accordance with
the AIM Rules, which is expected to occur at 8.00 a.m. on or around 4
September 2025
Second Tranche Placing the placing of the Second Tranche Placing Shares by the Banks on behalf of the
Company at the Issue Price, in accordance with the Placing Agreement
Second Tranche Placing Shares the new Ordinary Shares to be issued by the Company at the Issue Price as part
of the Placing, pursuant to the existing allotment authority obtained by the
Directors at the Annual General Meeting of the Company on 19 June 2025
Second Tranche Subscription Shares the new Ordinary Shares to be issued by the Company at the Issue Price
pursuant to the Subscription, conditional on, inter alia, the passing of the
Fundraising Resolutions
Shareholders holders of Ordinary Shares (and each a Shareholder) from time to time
Subscription the proposed issue and allotment at the Issue Price of the First Tranche
Subscription Shares and the Second Tranche Subscription Shares, in accordance
with the Subscription Letter and as described in this Announcement
Subscription Letter the irrevocable subscription agreement dated 27 August 2025 and entered into
between the Company and Next Gen Mobility Limited in respect of the
Subscription
Subscription Shares the 21,666,666 new Ordinary Shares in aggregate, First Tranche Subscription
Shares and the Second Tranche Subscription Shares
Third Admission admission of the Third Tranche Placing Shares, the Second Tranche Subscription
Shares and the Retail Offer Shares to trading on AIM becoming effective in
accordance with the AIM Rules, which is expected to occur at 8.00 a.m. on or
around 22 September 2025
Third Tranche Placing the placing of the Third Tranche Placing Shares by the Banks on behalf of the
Company at the Issue Price, in accordance with the Placing Agreement
Third Tranche Placing Shares the new Ordinary Shares to be issued by the Company at the Issue Price as part
of the Placing, conditional on, inter alia, the passing of the Fundraising
Resolutions
UK MAR the Market Abuse Regulation (EU Regulation No. 596/2014 which forms part of
domestic law pursuant to the European Union (Withdrawal) Act 2018)
VCT venture capital trusts, as particularised in Part VI of the VCT Legislation
VCT Legislation Part VI of the Income Tax 2007 and any provisions of UK or European law
referred to therein
VSA VSA Capital Limited
Winterflood Winterflood Securities Limited, a company registered in England and Wales with
company number 02242204 and having its registered office at Riverbank House, 2
Swan Lane, London, United Kingdom, EC4R 3GA
WRAP Platform the Winterflood Retail Access Platform technology platform being used to
facilitate the Retail Offer
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